Item 5.02(d). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 20, 2013, John J. Conefry, Jr. notified the Boards of Directors of Astoria Financial Corporation (the "Company") and its wholly-owned subsidiary, Astoria Federal Savings and Loan Association (the "Association") that he was retiring as a member of the respective Boards, effective immediately. Mr. Conefry's retirement was not the result of any disagreements with the Company or the Association known to any executive officer. The Board of Directors of both the Company and the Association expressed their gratitude and appreciation for Vice Chairman Conefry's 14 years of service, including his service as a member of the Audit Committee and the Nominating and Governance Committee.

In addition, at the meetings held on February 20, 2013, the Board of Directors of the Company adopted a resolution, effective upon the close of business February 20, 2013, reducing the size of the Board of Directors of the Company from nine to eight directors, thereby eliminating the Board of Directors seat which had previously been held by Mr. Conefry.

At its meeting also held on February 20, 2013, the Board of Directors of the Association adopted an amendment to the Bylaws of the Association, effective upon the close of business February 20, 2013, reducing the size of the Board of Directors of the Association from nine to eight directors, thereby eliminating the Board of Directors seat which had previously been held by Mr. Conefry. This Bylaw amendment, although effective as noted herein, is subject to notice to and non-objection by the Office of the Comptroller of the Currency.